0001193125-18-032296 Sample Contracts

SHELL MIDSTREAM PARTNERS, L.P. 25,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

Underwriting Agreement • February 5th, 2018 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York

• Contract Type
  Underwriting Agreement
• Filed
  February 5th, 2018
• Company
  Shell Midstream Partners, L.P.
• Industry
  Pipe lines (no natural gas)
• Jurisdiction
  New York

This Agreement is to confirm the agreement among the Partnership Parties and the Underwriter concerning the purchase of the Units from the Partnership by the Underwriter. The Partnership Parties understand that the Underwriter proposes to make a public offering of the Units as soon as it deems advisable after this Agreement has been executed and delivered.

SHELL MIDSTREAM PARTNERS, L.P. 11,029,412 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS Common Unit Purchase Agreement

Common Unit Purchase Agreement • February 5th, 2018 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • New York

• Contract Type
  Common Unit Purchase Agreement
• Filed
  February 5th, 2018
• Company
  Shell Midstream Partners, L.P.
• Industry
  Pipe lines (no natural gas)
• Jurisdiction
  New York

Shell Midstream LP Holdings LLC (the “Investor”), a Delaware limited liability company, proposes, subject to the terms and conditions stated herein, to purchase from Shell Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”) an aggregate of 11,029,412 common units (the “Investor Units”) representing limited partner interests in the Partnership (the “Common Units”). This letter agreement (this “Agreement”) is to confirm the agreement between the Partnership and the Investor concerning the purchase of the Investor Units from the Partnership by the Investor.